General conditions

Definitions

1. Lifino: Lifino, established in Brielle under Chamber of Commerce no. 73730556.
2. Customer: the person with whom Lifino has entered into an agreement.
3. Parties: Lifino and client together.
4. Consumer: a customer who is also an individual acting as a private person.

Applicability of general terms and conditions

1. These terms and conditions apply to all quotations, offers, work, orders, agreements and deliveries of services or products by or on behalf of Lifino.
2. The parties may deviate from these terms and conditions only if they have expressly agreed to do so in writing.
3. The parties expressly exclude the applicability of additional and/or different general terms and conditions of the customer or third parties.

Offers and quotations

1. Offers and quotations from Lifino are without obligation unless otherwise expressly stated therein.
2. An offer or quotation is valid for a maximum of 2 weeks, unless another acceptance period is stated in the offer or quotation.
3. If the customer does not accept an offer or quotation within the applicable time period, the offer or quotation shall lapse.
4. Offers and quotations do not apply to repeat orders unless the parties have expressly agreed to this in writing.

Acceptance 

1. Upon acceptance of a non-binding quotation or offer, Lifino reserves the right to still withdraw the quotation or offer within 3 days of receipt of the acceptance, without the customer being able to derive any rights therefrom.
2. Verbal acceptance by the customer shall bind Lifino only after the customer has confirmed it in writing (or electronically).

Prices

1. All prices quoted by Lifino are in euros, are exclusive of VAT and exclusive of any other costs such as administration costs, levies and travel, shipping or transport costs, unless otherwise expressly stated or agreed upon.
2. Any prices on any of Lifino's products or services, on its website or otherwise disclosed, Lifino may change at any time.
3. Increases in the cost prices of products or parts thereof, which Lifino could not foresee at the time of making the offer or entering into the agreement, may give rise to price increases.
4. The consumer has the right to dissolve an agreement due to a price increase as referred to in paragraph 3, unless the increase is due to a statutory regulation.
5. The price relating to a service is determined by Lifino based on actual hours spent.
6. The price shall be calculated according to Lifino's usual hourly rates applicable to the period in which it performs the work, unless a different hourly rate is agreed upon.
7. If the parties have agreed on a total amount for a service provided by Lifino, this is always a target price, unless the parties have expressly agreed in writing on a fixed price, which cannot be deviated from.
8. Lifino is entitled to deviate up to 10% from the target price.
9. If the target price is going to be more than 10% higher, Lifino should inform the customer in a timely manner why a higher price is justified.
10. If the guide price exceeds the guide price by more than 10%, the customer has the right to cancel the part of the order that exceeds the guide price plus 10%.
11. Lifino has the right to adjust prices annually.
12. Prior to its effective date, Lifino will communicate price adjustments to the customer.
13. Consumers have the right to terminate the agreement with Lifino if they do not agree with the price increase.

Payments and payment period

1. Lifino may require a deposit of up to 50% of the agreed amount at the time of entering into the agreement.
2. The customer must have made payments in arrears within 7 days of delivery of the product.
3. Payment terms are considered to be deadlines for payment. This means that if the customer has not paid the agreed amount by the last day of the payment period, they shall be legally in default and in default, without Lifino having to send the customer a reminder or give notice of default.
4. Lifino reserves the right to make any delivery conditional upon immediate payment or to require security for the total amount of the services or products.

Consequences of not paying on time

1. If the customer fails to pay within the agreed period, Lifino shall be entitled to charge interest of 1% per month from the day the customer is in default, with part of a month being counted as a whole month.
2. If the customer is in default, it shall also owe extrajudicial collection costs and any damages to Lifino.
3. Collection costs are calculated according to the Compensation for Extrajudicial Collection Costs Decree.
4. If the customer fails to pay on time, Lifino may suspend its obligations until the customer has fulfilled its payment obligation.
5. In the event of liquidation, bankruptcy, attachment or suspension of payments on the part of the customer, Lifino's claims against the customer are immediately due and payable.
6. If the customer refuses to cooperate with Lifino's performance of the agreement, it is still obliged to pay Lifino the agreed price.

Right of advertising

1. Once the customer is in default, Lifino shall be entitled to invoke the right of claim with respect to the unpaid products delivered to the customer.
2. Lifino invokes the right of claim by written or electronic communication.
3. Once the customer is notified of the invoked right of complaint, the customer must immediately return the products to which this right relates to Lifino, unless the parties agree otherwise.
4. The cost of retrieving or bringing back the products shall be borne by the customer.

Right of Withdrawal

1. A consumer may cancel an online purchase during a 14-day cooling-off period without giving any reason provided that:

• the product has not been used
• it is not a product that can spoil quickly, such as food or flowers
• it is not a product that has been customized or adapted specifically for the consumer
• it is not a product that cannot be returned for hygiene reasons (underwear, swimwear, etc.).
• the seal is still intact, if they are data carriers with digital content (DVDs, CDs, etc.)
• the product is not a trip, transportation ticket, catering order or form of leisure activity
• the product is not a loose magazine or loose newspaper
• It does not involve (order for) emergency repair
• the consumer has not waived his right of withdrawal

2. The 14-day cooling-off period mentioned in paragraph 1 begins:
   • on the day after the consumer receives the last product or part of 1 order
   • once the consumer has received the first product with a subscription
   • once the consumer has acquired a service for the first time
   • once the consumer has confirmed that he will purchase digital content over the Internet
3. Consumers may exercise their right of withdrawal at info@lifino.nl, if desired using the withdrawal form that can be downloaded from Lifino's website, lifino.co.uk.
4. The consumer shall be obliged to return the product to Lifino within 14 days from the notification of his/her right of withdrawal, failing which his/her right of withdrawal shall lapse.
5. The cost of returns will be borne by Lifino only if the entire order is returned.
6. If the purchase costs and any other costs (such as shipping and return costs) are eligible for reimbursement under the law, Lifino will refund these costs to the consumer within 14 days of receiving the timely invocation of the right of withdrawal, provided that the consumer has returned the product to Lifino in a timely manner.

Suspension right

Unless the customer is a consumer, the customer waives the right to suspend performance of any obligation arising from this agreement.

Lien 

1. Lifino may invoke its right of retention and in that case hold products of the customer until the customer has paid all outstanding bills against Lifino, unless the customer has provided adequate security for those costs.
2. The lien also applies under prior agreements from which the customer still owes payments to Lifino.
3. Lifino shall never be liable for any damages that the customer may suffer as a result of exercising its lien.

Settlement

Unless the customer is a consumer, the customer waives its right to set off a debt owed to Lifino against a claim against Lifino.

Retention of title

1. Lifino shall retain ownership of all products delivered until Customer has fully satisfied all its payment obligations to Lifino under any agreement entered into with Lifino, including claims for default.
2. Until then, Lifino may invoke its retention of title and repossess the goods.
3. Before ownership has passed to the customer, the customer may not pledge, sell, dispose of or otherwise encumber the products.
4. If Lifino invokes its retention of title, the agreement shall be deemed terminated and Lifino shall be entitled to claim damages, lost profits and interest.

Delivery

1. Delivery will take place while supplies last.
2. Delivery shall take place at Lifino, unless the parties have agreed otherwise.
3. Delivery of products ordered online is made to the address specified by the customer.
4. If the agreed amounts are not paid or not paid on time, Lifino has the right to suspend its obligations until the agreed part is still paid.
5. Late payment constitutes creditor default, with the result that the customer cannot hold a late delivery against Lifino.

Delivery time

1. Delivery times given by Lifino are indicative and if exceeded shall not entitle the customer to rescission or damages, unless the parties have expressly agreed otherwise in writing.
2. The delivery period shall commence after the quotation to Lifino signed for approval by the customer has been confirmed by Lifino to the customer in writing or electronically.
3. Exceeding the specified delivery time shall not entitle the customer to damages or the right to rescind the agreement, unless Lifino is unable to deliver within 14 days after written notice or the parties have agreed otherwise in this regard.

Actual delivery

The customer must ensure that the actual delivery of the products ordered by him can take place in a timely manner.

Transportation costs

Transportation costs shall be borne by the customer unless the parties have agreed otherwise.

Packaging and shipping

1. If the packaging of a delivered product has been opened or damaged, the customer, before taking delivery of the product, must have a note of this made by the shipper or delivery driver, failing which Lifino cannot be held liable for any damage.
2. If the customer takes care of transportation of a product themselves, they must report any visible damage to products or packaging to Lifino prior to transportation, failing which Lifino cannot be held liable for any damages.

Insurance

1. The customer undertakes to adequately insure and keep insured the following items against, among other things, fire, explosion and water damage as well as theft:
   • delivered items necessary for the performance of the underlying contract
   • matters of Lifino present at the customer's premises
   • goods delivered under retention of title
2. The customer shall make the policy of such insurance available for inspection at Lifino's first request.

Preservation

1. If the customer takes delivery of ordered products later than the agreed delivery date, the risk of any loss of quality shall be borne entirely by the customer.
2. Any additional costs resulting from premature or late purchase of products will be borne entirely by the customer.

Assembly/Installation

Although Lifino makes every effort to perform all assembly and/or installation work to the best of its ability, it bears no responsibility for this except in the case of intentional or gross negligence.

Warranty

1. Where the parties have entered into an agreement of a service nature, it contains for Lifino only obligations of effort, not obligations of result.
2. The warranty with respect to products applies only to defects caused by faulty manufacture, construction or material.
3. The warranty does not apply in the case of normal wear and tear and damage caused by accidents, modifications made to the product, negligence or incompetent use by the customer, as well as when the cause of the defect cannot be clearly determined.
4. The risk of loss, damage or theft of the products that are the subject of an agreement between the parties is transferred to the customer at the time they are legally and/or actually delivered, or at least come into the control of the customer or of a third party who takes delivery of the product on behalf of the customer.

Execution of the agreement

1. Lifino shall perform the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
2. Lifino shall have the right to have the agreed services performed (in part) by third parties.
3. The execution of the agreement shall be by mutual agreement and after written agreement and payment of any agreed advance by the client.
4. It is the responsibility of the customer that Lifino can begin the performance of the agreement in a timely manner.
5. If the customer has not ensured that Lifino can begin performance of the agreement in a timely manner, the resulting additional costs and/or additional hours shall be borne by the customer.

Client disclosure 

1. Customer shall make all information, data and records relevant to the proper performance of the agreement available to Lifino in a timely manner and in desired form and manner.
2. The customer guarantees the accuracy, completeness and reliability of the information, data and documents provided, even if they originate from third parties, insofar as the nature of the agreement does not dictate otherwise.
3. If and to the extent requested by the customer, Lifino shall return the relevant records.
4. If the customer fails to make available the information, data or documents reasonably required by Lifino, or fails to do so on time or properly, and the performance of the agreement is delayed as a result, the resulting extra costs and extra hours shall be borne by the customer.

Duration of the agreement

1. The agreement between Lifino and the customer is entered into for the duration of 1 Year, unless something else follows from the nature of the agreement or the parties have expressly agreed otherwise in writing.
2. If an agreement is entered into for a definite period, then after the expiration of the term, it is tacitly converted into an agreement for an indefinite period, unless one of the parties terminates the agreement with due observance of a notice period of 2 months, c.q. a consumer terminates the agreement with due observance of a notice period of 1 month then the agreement ends by operation of law.
3. If within the term of the agreement the parties have agreed on a deadline for the completion of certain work, this is never a deadline. If this deadline is exceeded, the customer must give Lifino written notice of default.

Intellectual property

1. Lifino retains all intellectual property rights (including copyright, patent, trademark, drawing and model rights, etc.) in all designs, drawings, writings, carriers containing data or other information, quotations, images, sketches, models, models, etc., unless the parties have agreed otherwise in writing.
2. Customer may not copy, display and/or make available to third parties or otherwise use said intellectual property rights without Lifino's prior written consent.

Secrecy

1. Customer shall keep confidential any information received (in any form) from Lifino.
2. The same applies to any other information concerning Lifino that he knows or can reasonably suspect to be secret or confidential, or that he can expect that its dissemination may harm Lifino.
3. The customer shall take all necessary measures to ensure that he also keeps the information mentioned in paragraphs 1 and 2 confidential.
4. The duty of confidentiality described in this article does not apply to information:
   • that was already in the public domain before the customer learned of it or that subsequently became public without being the result of a breach of the customer's confidentiality obligation
   • disclosed by the customer pursuant to a legal duty
5. The obligation of confidentiality described in this article applies for the duration of the underlying agreement and for a period of 3 years after its expiration.

Penalty clause

1. If the other party violates the article of these general terms and conditions on confidentiality or on intellectual property, it shall forfeit to trade name an immediately payable fine for each violation.

• If the other party is a consumer then this penalty is €1,000
• If the other party is a legal entity then this fine is €5,000

2. In addition, the other party shall forfeit an amount of 5% of the amount mentioned in paragraph 1 for each day that such violation continues.
3. Forfeiture of this penalty does not require prior notice of default or court proceedings. Nor does it require any form of damages.
4. Forfeiture of the fine referred to in the first paragraph of this article shall not affect Lifino's other rights including its right to claim damages in addition to the fine.

Indemnification

Customer shall indemnify Lifino against all third party claims related to the products and/or services provided by Lifino.

Complaints

1. The customer should examine a product or service provided by Lifino for any deficiencies as soon as possible.
2. If a product delivered or service rendered does not meet what the customer could reasonably expect from the agreement, the customer should notify Lifino as soon as possible, but in any case within 1 month of discovering the deficiencies.
3. Consumers should notify Lifino no later than 2 months after discovering the deficiencies.
4. In doing so, the customer shall provide as detailed a description of the shortcoming as possible so that Lifino is able to respond appropriately.
5. The customer must show that the complaint relates to an agreement between the parties.
6. In any case, if a complaint relates to work in progress, it may not result in Lifino being held to perform work other than that agreed upon.

Notice of default

1. The customer must give notice of default in writing to Lifino.
2. It is the customer's responsibility that a notice of default actually reaches Lifino (in a timely manner).

Joint and several liability customer

If Lifino enters into an agreement with multiple customers, each is jointly and severally liable for the full amounts owed to Lifino under that agreement.

Liability Lifino

1. Lifino shall only be liable for any damage suffered by the customer if and to the extent such damage is caused by intentional or deliberate recklessness.
2. If Lifino is liable for any damages, it shall only be liable for direct damages arising out of or in connection with the performance of an agreement.
3. Lifino shall never be liable for indirect damages, such as consequential damages, lost profits, lost savings or damages to third parties.
4. If Lifino is liable, such liability shall be limited to the amount paid out by any (professional) liability insurance taken out, and in the absence of (full) payment by an insurance company of the amount of damages, liability shall be limited to the (part of the) invoice amount to which the liability relates.
5. All illustrations, photographs, colors, drawings, descriptions on the website or in a catalog are only indicative and are only approximate and cannot be grounds for compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.

Due date

Any right of the customer to compensation from Lifino shall in any case expire 12 months after the event from which the liability arises directly or indirectly. This does not exclude the provisions of Article 6:89 of the Civil Code.

Right of rescission

1. The customer has the right to terminate the agreement if Lifino imputably fails to fulfill its obligations, unless such failure, given its special nature or minor importance, does not justify termination.
2. If the fulfillment of the obligations by Lifino is not permanently or temporarily impossible, dissolution can only take place after Lifino is in default.
3. Lifino has the right to terminate the agreement with the customer if the customer fails to fulfill its obligations under the agreement in full or in a timely manner, or if Lifino has knowledge of circumstances that give it good reason to fear that the customer will not be able to properly fulfill its obligations.

Force majeure

1. In addition to the provisions of Article 6:75 of the Civil Code, a default of Lifino in the fulfillment of any obligation to the customer cannot be attributed to Lifino in a situation independent of Lifino's will, as a result of which the fulfillment of its obligations to the customer is prevented in whole or in part or as a result of which the fulfillment of its obligations cannot reasonably be required of Lifino.
2. The force majeure situation mentioned in paragraph 1 also includes - but is not limited to - the following: state of emergency (such as civil war, insurrection, riots, natural disasters, etc.); defaults and force majeure of suppliers, delivery companies or other third parties; unexpected power, electricity, internet, computer and telecom failures; computer viruses, strikes, government measures, unforeseen transportation problems, bad weather conditions and work interruptions.
3. If a force majeure situation arises that prevents Lifino from fulfilling 1 or more obligations to the customer, those obligations shall be suspended until Lifino can again fulfill them.
4. From the moment a force majeure situation has lasted for at least 30 calendar days, both parties may rescind the contract in writing in whole or in part.
5. In a force majeure situation, Lifino shall not be liable for any compensation or damages, even if it receives any benefit as a result of the force majeure situation.

Modification of the agreement 

If after the conclusion of the agreement for its execution it appears necessary to modify or supplement its content, the parties shall promptly and by mutual agreement adjust the agreement accordingly.

Modification of general terms and conditions

1. Lifino is entitled to amend or supplement these terms and conditions.
2. Changes of minor importance may be made at any time.
3. Major substantive changes will be discussed by Lifino with the client in advance whenever possible.
4. Consumers are entitled to terminate the contract in the event of a material change in the general terms and conditions.

Transfer of Rights

1. Customer's rights from an agreement between the parties cannot be transferred to third parties without Lifino's prior written consent.
2. This provision counts as a clause with property law effect as referred to in Article 3:83, paragraph 2, Civil Code.

Consequences of nullity or voidability

1. Should one or more provisions of these general terms and conditions prove to be void or voidable, this shall not affect the remaining provisions of these terms and conditions.
2. A provision that is void or voidable shall in that case be replaced by a provision that comes closest to what Lifino intended when drafting the terms and conditions on that point.

Applicable law and competent court

1. Any agreement between the parties shall be governed exclusively by the laws of the Netherlands.
2. The Dutch court in the district where Lifino is located/practicing/offices shall have exclusive jurisdiction over any disputes between the parties, unless otherwise required by mandatory law.

Cancellation

In case of cancellation by the other party before the start of production or a project, all costs incurred by Lifino in connection with the order as well as lost profit shall be immediately due and payable, with a minimum of 50% of the principal amount, all to be increased to the extent necessary by any damage suffered by Lifino as a result of the cancellation;